SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                 FORM 10-KSB/A

                 Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                  For the Fiscal year ended December 31, 1997

                          Commission File No. 01-21617
                          ----------------------------

                            THE QUIGLEY CORPORATION
                            -----------------------

             (Exact name of registrant as specified in its charter)


          Nevada                                    23-2577138
          ----------------------------------------------------------

   (State or other jurisdiction                   (IRS Employer 
    of incorporation or organization)          Identification Number)

             (MAILING ADDRESS: PO Box 1349, Doylestown, PA 18901.)

        Landmark Building, 10 South Clinton Street, Doylestown, PA 18901
        ----------------------------------------------------------------
               (Address of principle executive offices)          Zip Code

                                 (215) 345-0919
                                 --------------
              (Registrant's telephone number, including area code)

      Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                        COMMON STOCK ($.0005 Par Value)
 
Indicate  by check  mark  whether  the  Registrant  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange Act of
1934  during the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [XX] Yes [ ] No 

Indicate by the check mark if there is no disclosure  of  delinquent  filers in
response  to  Item  405 of  Regulation  S-B  contained  in  this  form,  and no
disclosure  will be  contained,  to the  best  of  registrant's  knowledge,  in
definitive  proxy or information  statements  incorporated by reference in Part
III of this Form 10-KSB or any amendments to this Form 10-KSB. [ ]

The Registrant's revenues for its most recent year (1997) were $70,172,563.

As of May 22, 1998, the aggregate  market value of the voting stock (all of one
class $.0005 par value Common Stock) held by  non-affiliates  of the Registrant
was $153,883,892  based upon the closing price of the Common Stock on that date
as reported on the NASDAQ SmallCap Issues Market.

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Number of shares of each of the Registrant's  classes of securities (all of one
class  of  $.0005  par  value  Common  Stock)  outstanding  on  May  22,  1998:
13,602,996.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference in the Report
on Form 10-KSB:

1.  Information  set  forth  in Part  III of this  report  is  incorporated  by
reference to the Registrant's 1997 Proxy Statement.

                   THE EXHIBIT INDEX IS LOCATED ON PAGES 2-3



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                                    PART IV
                                    -------

ITEM 13 Exhibits, Financial Statements, Schedules and Reports on Form 8-K


(a) Exhibits:

    3.1  Articles of Incorporation  of the Company (as amended),  (incorporated
         by reference to Exhibit 3.1 of Form 10-KSB/A dated April 4, 1997)

    3.2  Certificate to increase the number of authorized shares of the Company
         (incorporated by reference to Exhibit 3.2 of Form 10-KSB/A dated 
         April 4, 1997)

    3.3  Bylaws  of the  Company  as  currently  in  effect  (incorporated  by
         reference to Exhibit 3.2 of Form 10-KSB/A dated April 4, 1997)

    4.1  Specimen  Common  Stock  Certificate  (incorporated  by  reference to
         Exhibit 4.1 of Form 10-KSB/A dated April 4, 1997)

   10.1  Stock  Option  Plan  for  Consultants,   Advisors  and  Non-Employee
         Directors  (incorporated  by reference to Exhibit 10.1 of Form  
         10-KSB/A  dated April 4, 1997)

   10.2  Exclusive Representation and Distribution Agreement dated May 4, 1992
         between the Company and Godfrey Science and Design, Inc. et al 
         (incorporated by reference to Exhibit 10.2 of Form 10-KSB/A dated
         April 4, 1997)

   10.3  Employment  Agreement dated June 1, 1995 between the Company and Guy
         J. Quigley  (incorporated  by reference to Exhibit 10.3 of Form 
         10-KSB/A  dated April 4, 1997)

   10.4  Employment  Agreement  dated June 1, 1995  between  the  Company and
         Charles A. Phillips (incorporated by reference to Exhibit 10.4 of 
         Form 10-KSB/A dated April 4, 1997)

   10.5  Exclusive  Master Broker  Wholesale  Distributor  and  Non-Exclusive
         National  Chain  Broker  Agreement  dated July 22, 1994 between the
         Company and Russell  Mitchell  (incorporated  by reference to Exhibit
         10.7 of Form 10-KSB/A dated April 4, 1997)

   10.6  Licensing Agreement dated August 24, 1996 between the Company, George
         A. Eby III and George Eby Research  (incorporated  by reference to 
         Exhibit 10.6 of From 10-KSB/A dated April 4, 1997)

   10.8  United  States  Exclusive  Supply  Agreement  dated  March 17,  1997
         (Portions  of this  exhibit  are  omitted  and were filed  separately
         with the Securities Exchange Commission pursuant to the Company's 
         application requesting confidential  treatment  in  accordance  with
         Rule  406  of  Regulation  C  as promulgated under the Securities Act
         of 1933,  included by reference to Exhibit 10.5 of Form SB-2 dated 
         September 29, 1997)

   10.9  Consulting  Agreement  dated May 4, 1992  between  the  Company  and
         Godfrey Science and Design,  Inc. et al.  (incorporated by reference
         to Exhibit 10.5 of Form 10-KSB/A dated April 4, 1997)

   10.10 Employment  Agreement dated November 5, 1996 between the Company and
         George J. Longo (filed herewith)

   10.11 Employment  Agreement dated January 1, 1997 between the Company and
         Eric H. Kaytes (filed herewith)



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<PAGE>


   23.1  Consent of Coopers & Lybrand L.L.P.,  Auditors,  dated March 30, 1998
         (filed herewith)


   23.2  Consent of Nachum  Blumenfrucht,  CPA dated  March 30,  1998  (filed
         herewith)
 

   25.0  Power of  Attorney,  (included  by  reference to Exhibit 25.0 of Form
         SB-2 dated September 29, 1997)
 
 
   27.1  Financial Data Schedule.

  ____________________________________________________________________________


       (a) Reports on Form 8-K

     No reports were filed on Form 8-K in the quarter ended December 31, 1997.



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Signatures


Pursuant to the requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, the company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                                  THE QUIGLEY CORPORATION


 /s/  Guy J. Quigley                                   June 9, 1998  
--------------------                                   ------------
Guy J. Quigley, Chairman of the Board,                 Date
President, Chief Executive Officer
and Director

 
 
Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  this
report has been signed by the following persons on behalf of the company in the
capacities and on the dates indicated:


 Signature                         Title                         Date 
 ---------                         -----                         ----


 /s/ Guy J. Quigley         Chairman of the Board,               June 9, 1998
 ------------------         President, Chief Executive           ------------
Guy J. Quigley              Officer and Director


/s/ George J. Longo         Vice President, Chief Financial      June 9, 1998
-------------------         Officer and Director (Principal      ------------
George J. Longo             Financial and Accounting Officer)

/s/ Charles A. Phillips     Executive Vice President, Chief      June 9, 1998
-----------------------     Operating Officer and Director       ------------
Charles A. Phillips       


/s/ Eric H. Kaytes          Vice President, Chief Information    June 9, 1998
------------------          Officer, Secretary, Treasurer        ------------
Eric H. Kaytes              and Director           
                      


/s/ Gurney P. Sloan         Director                             June 9, 1998
-------------------                                              ------------
Gurney P. Sloan


/s/ Jacqueline F. Lewis     Director                             June 9, 1998
-----------------------                                          ------------
Jacqueline F. Lewis






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